Grey
by Fayrandothneil
Summary: Valerie Grey has been hunting down ghosts for a long time. She wasn't aware of the laws between ghosts and humans that had been set long before her time. As punishment, she is forced to live with Clockwork and his apprentice, or die for her insolence.
1. Chapter 1

There were three places in the world that Valerie Grey never wanted to go to: Casper High, her half-time job at the Nasty Burger, and her apartment that she shared with her dad. She was more comfortable on her jet sled, hunting down some sort of spectral creature and grind it into dust. Of course her father didn't approve of her hobby, and no one else knew except for her employer, Vlad Masters. Her father would have made her stop, but it kept extra money coming in with each catch, plus Valerie was known to be a live wire and stubborn if she was told to not do something she wanted very much to do.

Her social life consisted of no one special. The only time she really spoke with people her own age was when she was taking their order at the Nasty Burger. In school, she was a social outcast and was looked down. She had once been a part of their high standing in the eyes of the band geeks and nerds of the lab, but now she was lower than even them.

Her father had lost his job, thanks to ghosts and as a result of revenge, she hunted them down and handed them over to Mr. Masters. She didn't know what became of them, and she didn't care. They didn't feel any sorrow or happiness, so why should she care what happened to them?

It was thoughts like this that had her wondering if she was doing the right thing.

"Get back here spook!" Valerie yelled at the ghost she was currently firing at.

He was knew around here, at least Valerie hadn't seen him around that much. The few times that she had, he had always flown away before she could catch him, but this time she had been a bit sneakier. This ghost was smart and experienced, considering the way he flew to get away from her blasts. She didn't know what he was capable of, but he couldn't be that hard. He looked to be around her own age, white hair and eyes the color of green glowing acid. He was dressed like a normal teenager would: a grey tee-shirt, rumpled black jeans, and sneakers. If Valerie didn't know better, she would say that he was a normal teenager, besides the hair, eyes, and white aura around him.

She fired and he dogged yet again, always keeping his eyes on her. He seemed to be on the offensive, which was odd to see. Normally a ghost would attack at the first sign of an opening. This ghost held his ground and didn't want to punch back.

'Unless he's just wearing me down," Valerie thought suspiciously.

The ghost, as if he could read her thoughts, gained some altitude to be on the same level with her in the air. His hands still at his sides and fingers hanging limply from his palms, he floated slowly towards her, as if approaching a hurt yet vicious animal. Valerie brought her gun up when he got too close for comfort, he stopped and swerved back slightly at the sight of her weapon. He eyed it, then her warily.

"I don't mean any harm," he said, putting his hands behind his back as if it was the ghostly act of throwing their weapons to the ground and kicking them out of reach.

There was something in his voice that caught Valerie's attention. It wasn't evil sounding, barely an echo in it, it almost sounded normal to her ears. She kept her gun charged, but put it down. He didn't relax, but his shoulders were less stiff when she put her gun down.

"What do you want?" she asked him hotly, eager to pull the trigger.

"I was sent," he said.

"Sent by whom?" Valerie asked nearly yelling after he didn't finish his fragment.

"My master," he said looking down, almost as if timid to say anything. "He wishes to speak with you, as do the rest of the ghost masters."

"Me? Talk to a ghost?" Valerie asked incredulous, almost laughing at the thought. "You're dreaming!"

"Then what are you doing right now?" the ghost boy asked confused. "You're talking with me aren't you? Besides, if you don't come, you're gonna get in big trouble with them."

"Why?" now Valerie was wary.

"You broke a lot of rules and they don't like it when people break rules."

"I don't follow ghost laws! What kind of sick mind do you have?" Valerie yelled at him.

"There are laws, years ago, that were made with the ghosts and hunters. You've broken some of them and the two parties always held each other accountable for each other's mistakes. There isn't a difference here, except that you were naïve of the laws you broke. They only wish to talk with you, not harm you, but if you refuse this invitation, they will do whatever the laws says, whether you know it or not."

Valerie glared at the ghost and wondered if what he said was true. It was clear that he wasn't going to attack her, but he did want to lead her into the Ghost Zone.

'This might be my chance to see how to get into their home and destroy it,' Valerie thought with glee.

Get rid of their home and there will be no more ghosts.

"Alright, let's see if what you say is true. But if this is a trap, I'll kill you," she warned.

He gulped and nodded. He flew in front of her and she followed at a slow pace. He must have realized that they were going too slow because he picked up the pace and she had a little trouble keeping up with him after that. He led her to an alley way that was glowing a faint green. Up close, Valerie saw a portal with swirling green and violet gunk inside it. The ghost boy went in without hesitation, Valerie followed him, only because she couldn't stop and she fell right through.

"You okay?" he asked when she came out on the other side, blushing from her slight scream.

"None of your business ghost!" Valerie spat at him, bad attitude back in place.

The ghost sighed, as if annoyed with her already, but he obviously had a mission to do and he would see it done. Valerie had to admire that in any person even though he was a ghost; sometimes getting things done wasn't easy.

"Come on, it isn't far," he said pointing over to a giant tower that was floating in the air, without suspending wires attached to it.

Valerie stared at it in wonder, and she was a bit intimidated by its gothic appearance. The ghost didn't seem to make a second thought about approaching it so she followed him, determined not to look like a coward again.

He landed by the doors as a servant, or at least he looked like a servant, came gliding up to them both, holding his hands out as if waiting for something. The ghost boy took something from around his neck and placed it in the other ghost's hand.

"You have to give up your weapons here," he explained seeing Valerie's unspoken question on her face. "They aren't allowed inside with a meeting going on. They'll be given back when you leave."

Valerie wasn't about to give up any of her weapons. Her suit was high tech, activated by thought and soaked into her skin, which was an unknown side affect at the time. If this was a trap, she would be defenseless if they attacked her.

The ghost watched her, waiting for her to say something, obviously tense about the rule and Valerie's known reluctance to give up her weapons.

"I'll deactivate my suit," Valerie said pointing the ghost boy in the chest. "but I will use it if I feel threatened."

The ghost boy looked at the servant and it nodded, gliding away with the thing the boy had given him. Valerie deactivated her weapons and let her visor slide back so her face could be seen, but the suit's appearance was still there.

One of the giant doors opened for them to enter, the ghost floating and Valerie walking inside. Once in, Valerie saw the many clocks on the walls and the eerie light that radiated from everything in the darkness. The ever constant ticking was already grating on her nerves. How could a ghost live like this? I t would drive her insane if she had to live in a place like this.

"This is the main room," the ghost said, making Valerie jump since it had been very quiet except for the ticking of the clocks. "This is the only room with more than one clock. My master likes to get his work done in here. It gets a little better as we go in."

The ghost led her down many hallways, twisting and turning in all directions, even up and down. Valerie was sure that she wouldn't be able to find her way out now, even if she had a map. How did a ghost know where to go in this maze?

"You get use to it," he said stopping before a green clad door with golden carvings in the metallic looking wood. "We're here."

The ghost opened the door and flew in, Valerie trailing behind. The room was small length wise, but it was tall height wise. The further it went up, the lighter it got as the muted white light shined down on the heads of many ghosts, seated in chairs on a dais. They were all dressed in black robes with purple trimmings, except for one ghost who was off to the side.

He was smaller in size, but he seemed to have much authority here in the tower. He carried an odd looking staff, which looked like it had a clock attached to the top of it. His robe was completely purple as he shifted forms, which Valerie found a bit disturbing. He was shifting from a young child to a young man when the two teens entered the room. When he turned to look at them, Valerie saw a nasty looking scar over the ghost's left eye.

"Your apprentice didn't disappoint Clockwork," said one of the tall robed figures seated at the center of the dais.

"Daniel does have his way with people, both ghost and human," said the ghost named Clockwork.

The time ghost motioned for his pupil to join him, the ghost boy seemed only too glad to do so. He wasn't very comfortable around these ghosts or Valerie that was for sure. He seemed to almost want to hide behind Clockwork, like a small child would hide behind a parent's leg for protection.

'Does that mean I shouldn't get too comfortable here?' Valerie thought as she faced the robed ghosts.

She decided no, these ghosts gave off a dangerous aura, unlike her escort or his master seemed to give off.

"Miss Grey!" one of them shouted. "You have come here on trial for breaking many of the treaty laws that were established years ago in your realm."

"I didn't know about them!" Valerie said defending herself.

"Silence! You will speak when told to, girl."

Valerie growled and bulged her hands into fists. The word girl was said with so much scorn that the ghost was just a hair short of cussing her out. It was very obvious that they didn't like her one bit.

"Ignorance or not," the ghost continued. "We have already decided what to do with a troublesome little child like you. Your ignorance must be corrected; therefore, you will be taught what the hunters of old were taught. You will become the pupil of Clockwork for a short while, and if you improve your outlook on our kind then you may continue your hunting. However, if you fail to do what we have told you, we have the right to strip you of your rank, and if you refuse, we can take your life."

"You can't do that!" Valerie shouted angry.

"We can and we are, unless you want to die this very instant?"

Valerie held her tongue and looked at the floor. She knew she was powerless here. None of her weapons would last against these ghosts so she could escape, plus she had no doubts that they really would come in the human world and kill her. She was now under a ghost's command. She wanted to scream, she wanted to kill something, but mostly she wanted to cry at being so stupid as to fall into this trap.

She glared at the ghost boy, it was his fault after all for leading her here, but he seemed surprised by the ghosts' choice for Valerie.

He moved his mouth, speaking with the ghost he floated beside, but she couldn't hear him. The ghost moved his staff in front of the boy, as if to tell him to be quiet. The boy did so and floated a little more into the shadows of the wall. He very much wanted to be invisible right now, just like she did.

"You will stay with Clockwork," the ghost continued. "You will do as he says and listen to what he has to teach you."

"What about my dad?" Valerie asked. "And school? Summer vacation isn't for another two weeks."

"Your father will be informed and you will continue to attend the human school until summer lets it out. Your excuse will be that you are going on a vacation with your father so you won't be around town for the summer break."

"No problem there," Valerie mumbled to herself, thinking of her lack of friends.

"Very well, we will come back and check on your progress."

Valerie could hear an evil smirk behind the ghost's words. He expected her to fail, knowing that a human could never get along with a ghost. Well she was going to try, and try hard, but it would be a great test of her patients.

The ghost Clockwork came floating up to Valerie and put a cold hand on her shoulder.

"I will try and make it as painless as possible for you," Clockwork said kindly, trying to sympathize with her.

Valerie shrugged his hand off roughly and glared at him. The ghost was unmoved by her look as he shifted from young man to old man.

"Daniel, please show Miss Grey her room," Clockwork said looking to his ghostly student.

The boy nodded and started for the door, Valerie following, wanting to get out of there as fast as she could.

Once out of the room, the ghost boy shivered and made an ugly face at the closing doors.

"Pompous know-it-alls," he mumbled as he floated down the hall.

"So, where am I going to stay?" Valerie asked, not wanting silence to reign in this odd place.

"Near the front room," the boy said. "These back rooms are almost never used anymore. You'll be next to me, if that helps you any."

"It doesn't," Valerie snapped.

"Sorry," he said shyly and continued on in silence.

When they got back to the front of the tower, Valerie really couldn't tell the difference.

"What about my cloths and stuff?" she asked when the boy stopped at a door, a normal sized door she was glad to see.

"They're already in here for you," he said pushing it open.

Valerie wasn't too happy about a ghost pawing at her things, but at least she didn't have to go back to her house and face her dad. Suddenly, the places she hated the most were the places she really wanted to see.

The room was normal sized, not too big and not too small. A bed was in a far corner, a dresser and mirror on the opposite side. Some of her things, her stuffed animals and books, were in a box on the bed, waiting for her to go through.

"Uh, I'm just to the right of you if you need anything," the ghost boy said, starting to shy out of the room. "I think you'll want some privacy now."

"Thanks uh… what should I call you?" Valerie asked, deactivating her suit.

"Master Clockwork calls me by my given name, but others call me Phantom. You can call me whatever you want, I'll know you mean me."

He left then, closing the doors as he went. She heard the slam of another door and guessed that he was in his room now.

This was awkward, to say the least. She had school tomorrow and she didn't know if the ghosts would help her get ready. Phantom seemed willing to help when told to do so, but she wasn't sure about his master.

She started to go through her things and mechanically put them away, the room almost exactly like hers before her father lost his job. It made her more comfortable and almost made her forget that she was in a ghost's lair.

When her stomach realized that she hadn't had dinner, she wondered if ghosts ate at all. She began to pace her room, wondering if she should bother Phantom and ask him a stupid question. She didn't want to go to bed with an empty stomach, it gave her nightmares and she wanted to get a good night's sleep for a history test tomorrow.

A knock at her door made her jump.

"Yeah?" she said tiredly.

Phantom poked his white head around the door as he opened it.

"I was wondering if you were hungry. I was just about to go to the kitchen to get something before bed and I wasn't sure if you had dinner yet," he asked.

"Uh yeah, it's as if you can read my mind."

He cracked a smile, a small one that made him look cute, in an odd ghostly way.

"Follow me," he seemed excited now, but why was beyond Valerie.

She found it easy to find the kitchen. It was very close to the rooms and was easy to recognize by the blue tiles that gave off a suffused light. It was like a big kitchen that you would find in a restaurant. There was a bit counter in the middle of the room, counters on the side of the walls with a big stove and pots and pans hanging everywhere.

Phantom went straight to one of the cabinets and pulled out some bread.

"Pull out things for a sandwich from the fridge," he said, pointing to the white contraption. "I'll get some other things."

Pretty soon, they had normal looking snacks and were enjoying them in silence. Valerie watching Phantom eat, fascinated that she had been wrong about a ghost's diet. What else had she been wrong about?

"What?" Phantom asked, catching her staring at him.

She blushed and looked down.

"So, what am I supposed to expect here?" she asked.

"I don't know, what do you expect?" Phantom asked.

"I don't know, stuff different from the human world I suppose."

"Yeah, some things are different from the human world, but some things are the same too. I'll show you around tomorrow after school, if you want."

"I think that would be a good idea. I don't want to get lost and end up in the wrong part of the Ghost Zone."

Phantom nodded vigorously.

"We have some pretty weird characters around here, but we live in a relatively safe area," he said finishing his sandwich.

"Relatively safe?"

"Well, people trust Master Clockwork to protect them, but there are always ghosts rising up to take the power away from him, but that hasn't happened in a while. The only rule is to stay within the wolf boundaries. Anything out of that boundary is considered dangerous and cursed. Only the worst of ghosts get banished there."

"Stay close to here, got it. Anything else?"

"I'll show you to a few of my friends if you like. They've never seen a human before."

"I'll think about that. I take it you have seen a human before?"

"I've observed and participated in a few human activities. My mother was half human and Master Clockwork likes me to know all of my origins."

"Your mother was what?!" Valerie asked incredulous.

Phantom jumped at her shout and covered his ears. He seemed extremely jumpy for a ghost. She could understand his shyness around the other ghosts, but why around her when she shouted like that?

"Please don't shout," he said, sounding pained. "I've got very sensitive hearing and I don't like it when you shout. It sounds like a train coming to a screeching halt on the tracks to me."

"I don't understand, ghosts can't be human at the same time," Valerie said, not paying attention to him. "That's impossible! Ghosts are dead, they still can't be alive."

"We aren't dead," Phantom sighed. "People just think that, I don't know why. We're just made up of pure energy, though people like my mother were able to control pure energy, ecto energy as you call it. That made them half, I guess. I still have some human DNA, but my father's all ghost so I don't have that much human in me."

"This is too weird," Valerie said rubbing her eyes. "I'm going to bed."

"Alright, I have to do a few things before I crash. Bathroom is right down the hall opposite of here if you want to use it."

Valerie mumbled a thanks and started to head that way. Phantom was really nice, but he was still just a ghost.

Valerie woke up the next day having the feeling that something wasn't the same. She got dressed and walked out of her room, only to find she wasn't in her apartment. That was when she remembered the events of the night before.

"Great, how am I going to get out of this?" she asked herself.

She turned to the sound of scraping claws coming down the hall.

"CUJO!"

A green dog came around the corner and ran right past Valerie's feet. She watched it go and then turned back around to see Phantom fly right at her. He rammed into her, knocking them both to the ground.

"Sorry," he said sheepishly, cracking another smile. "Good morning by the way."

"Get off!" Valerie shoved him off of her.

The green dog came running back and licked Valerie's face. She squealed in disgust making the dog turn around and run across the hall again.

"Cujo get back here!" Phantom yelled at the animal, flying after it again.

Valerie followed him at a run, wondering why he was chasing the dog in the first place. Phantom tackled the dog beside a large door with an odd symbol on it. Valerie watched him pick it up by the scruff of its little neck and shake it roughly.

"Hack it up!" Phantom commanded out of the dog.

The dog, Cujo, turned his head away, like a child refusing to eat.

"I need that back Cujo, now drop it," Phantom shook the dog again.

After a moment of deliberation, the dog looked at Phantom with humor in his eyes. Phantom had a scowl on his face and held out his hand in front of the dog's mouth.

"Come on," Phantom urged.

The dog seemed to huff and then opened its mouth. It made a few coughing noises then a gargled hack as something came out of its throat and plopped into Phantom's palm.

"Thank you," Phantom said letting the dog go.

"Gross," Valerie said looking at the thing.

It was covered in green dog spit and smelled like rotten fish. It was circular and small, looking like it belonged on a neck chain.

"What is it?" Valerie asked pointing at it and covering her nose at the same time.

"One of Master Clockwork's time medallions," Phantom said getting a cloth out of his back pocket and started to clean it. "Cujo likes to swallow one every once and a while and every time I have to chase him down and get it before he hacks it up somewhere else."

"Cujo?"

"My mother's dog, I look after him."

"Your master lets you keep a pet in here?"

Valerie thought that Clockwork looked like the kind of person who wouldn't like pets in his abode.

Phantom shrugged his shoulders as he pushed the big doors open with his back. When the time medallion was clean, he set it on a rack with other medallions that looked just like it with Clockwork's insignia on it.

"What exactly to these things do?" Valerie asked, looking at the gears.

"They let you be in a different time period or let you stay mobile when Master Clockwork freezes time," Phantom explained. "They also help you get into Master Clockwork's domain. You'll be given one every time you leave the tower."

"Why do you keep calling him Master Clockwork? Isn't that a little tiring?"

"It's out of respect that I call him that," Phantom looked to a thousand miles away.

Valerie snapped her fingers in front of his face, startling the ghost back to the present.

"Uh, breakfast?" the ghost asked, blushing after he realized he wasn't paying attention to her.

"Sure?" Valerie shrugged, walking out first.

She didn't know why she was bothering with talking to Phantom, but he was the only other person around here that would talk to her. Clockwork seemed to never be around.

"Where is Clockwork anyway?" Valerie asked Phantom when they were in the kitchen.

"He's probably in the main room," Phantom said, gathering things to make breakfast with; Valerie sat down at the counter watching him. "He likes to get work done early so he can work with me."

"And what exactly do you work on?"

"Things," was all he said as he cracked a few eggs into a bowl. "Pancakes or waffles?"

"Either is fine," Valerie said. "You fend for yourself around here don't you?"

"Well I don't like it when the servants wade on me hand a foot. I prefer to make my own food and only call them when I need help with something. Master Clockwork says that it's good character to do things yourself and not have someone else to it for you. He doesn't like me to be lazy, he hates laziness."

"So, what do you do around here, for fun?"

"I hang out with my friends, play with Cujo, read a book, anything that interests me. Isn't that what humans do for fun?"

"I guess so, I'm usually too busy to have fun anymore."

"Does that mean your friends don't have much time either?"

Valerie looked away and stared at the floor. Phantom looked at her when she didn't answer him, but he didn't pry. Before she knew it, Phantom set a plate of waffles on the counter, along with all that was necessary to make it taste just right.

Valerie looked up at his bashful expression as he floated over to the fridge to get the milk out.

"Better eat before it gets cold," he said when he saw that she wasn't eating.

"How did you get it ready so fast?" she asked him.

"Time does funny things in this place. No one really knows how time works around Master Clockwork, but he does. Somehow, we always have enough time to get everything done in the day, even when the outside world is playing to the right rules. Like, one hour can pass in here and three hours pass out there, and it can change over the week. I've stopped trying to figure out exactly how it works. It takes a lot of math and I'm not very good at math."

"Me either. Oh crud! I have school today! I'm late!!"

"Hey wait," Phantom grabbed her arm before she could bolt out of her seat. "Master Clockwork controls time, remember? He can put you in the right time so you won't be late. Besides, for all we know, it could be three in the morning in the human world. Don't rush."

Valerie took a deep breath and slid back in her chair. Phantom cracked a smile again and began to eat to his own content. When he saw that she was just pushing her food around on her plate, he stopped too.

She had to admit that Phantom was considerate of others, but she didn't need his sympathy.

"It gets better," he said in a low voice, as if trying not to be rude and speak right up to interrupt her thoughts.

"What do you mean?" she asked.

"Everything, moving in here, having to get use to ridiculous ideas. You get use to it after a while."

"Exactly how long have you been here?" Valerie asked, curious.

"Since I was eight, I'm fifteen now. I'm sure you can do the math," he said, not sounding very happy about it.

"What about your parents, don't you go see them?"

"I see my father at least once a year, when he wants to speak to me. My mother's been dead since I was four. She died in an accident."

"I'm sorry, I know what it's like to lose a parent. My mother died when I was little too. She got caught in a house fire. I've been raised by my dad ever since then. He was good at his job, until he was fired."

"Because ghosts ruined his prestige right?"

"How did you know that?"

"You had to have some aggression towards ghosts to hunt them down. Vengeance is as good as any. What do you do with them after you catch them anyway?"

Valerie wasn't about to tell him. What if he went after Mr. Masters to free all of his little ghost friends. Then again, what if it was just curiosity? No, ghosts were only after what benefitted them, Phantom was no different, even if he claimed to have human blood.

When it became apparent that they weren't going to eat more, Phantom cleared the dishes and put them in the sink. He then got out a jar filled with an odd mixture of seeds.

"What's that for?" Valerie asked.

"I have my dog, Master Clockwork has his birds," Phantom smiled. "What to help feed them?"


	2. Chapter 2

The aviary was as big as a house. Natural light was let in for the birds and the vegetation was flourishing like an African rainforest. There were a few creepy crawlies flying around for the birds to eat when they weren't being fed by hand, but even though Valerie really didn't like bugs, she had to admit that the scene wouldn't be complete without them. Almost everything was green, the few flowers that were budding were a soft yellow or pink. The birds weren't of earth, that was for sure. They were blue, green, and a few were yellow, but what they were made of was what caught Valerie off guard. They were ice, ice birds.

Phantom began to distribute the seed into different feeders set up in the area and sprinkled some on the ground for the birds to nibble on while he worked.

"What kind of birds are they?" Valerie asked, amazed that they let her walk right up to them and not fly away.

"A very rare race that Master Clockwork is trying to preserve," Phantom said. "Once there are enough of them, we'll put them back in the wild. They were considered a nuisance and were killed off like you humans do with mice."

Valerie found it hard to believe that creatures like this were compared to mice. Her eye was caught by one of the birds that had a hard time getting out of a tree. She saw a crack on its wing, making it hard for it to fly. Phantom saw her staring and looked up.

"Oh no," he said, but he didn't seem extremely worried about it.

He flew up there and held out his hand for the bird to land on. He brought it back down so Valerie could see it. There was a bad chip in the right wing of the creature, it looked painful in an odd sort of way.

"What are you going to do about it?" Valerie asked.

"I can fix him," Phantom said enclosing the bird with his other hand.

There was a suffused bright blue light that came from his palms as he did something to the bird. For a minute, Valerie thought that he had destroyed it, but when he opened his hands back up, the bird was fine. The chip was gone in its wing and it flew down to the ground to join its fellow birds in the feastings.

"What did you do? Do you have healing powers or something?" Valerie asked, mouth gaping.

"No, ice powers," Phantom explained. "That's why Master Clockwork wants me to look after them. I can heal them if need be, and I understand animals better than most other people."

That would explain Phantom's reluctance with others, Valerie thought, but he seems to get along with me just fine.

"Uh, we better go get you to school," Phantom said after a second.

After Phantom led Valerie back to get her things, he showed her the front room again, only it seemed more pleasing then it did last night. She could see Clockwork adjusting something on the top of his staff when they walked in. He didn't seem to acknowledge their approach, but Phantom didn't seem worried that they would scare the ghost or make him angry.

"Get up on the dais," Clockwork said, pointing to the large mirror-like object that was showing many moving pictures like a giant screen T.V. "Daniel, you'll be going with her."

"Yes Master Clockwork," Phantom said obediently as he got two medallions from the rack.

"Why is he coming?" Valerie couldn't help but ask.

"Because you never know when you may need help," Clockwork said simply.

After handing her a medallion to put around her neck, Phantom jumped through the mirror, which was now acting like a portal. Valerie was shaken at his quick action, but she wasn't about to be left behind. She jumped in after him.

She blinked once, finding herself in front of Casper High, right before the warning bell rang for the beginning of the day.

"You get use to it," said a voice to her right.

She turned to see a black-haired, blue-eyed cutie staring at her with a smile.

"It's me Valerie," he said, eyes flashing green for a moment.

"Phantom?" she said surprised. "How?"

"I have a human form," Phantom said blushing. "I use it to blend in whenever I can. I'm going to be joining you in your classes today, no one will question my presence, that I can assure you."

"Stop talking like that, you sound like you're from a different century."

"Oh, sorry. I tend to get my time-lines messed up sometimes. Should we go in now?"

Valerie shook her head in exasperation as she led the way. She was amazed to see that no one looked twice at her or Phantom as they passed through the halls like two normal teens.

"How is it that no one is staring at you?" Valerie asked Phantom as she made it to her locker.

"It's a trick we ghosts have," Phantom said. "We can go unnoticed unless we want people to see us. Most ghosts that cause havoc just want attention."

"So, because I know what you are, I can notice you? Or are you letting me notice you?" Valerie asked.

"A bit of both," Phantom shrugged. "So what do you have first?"

"Spanish," Valerie moaned.

"Well that's not so bad," Phantom said.

"Are you by-lingual or something?"

"I know Latin, it's easier to learn other languages if you know the root of their heritage."

"Huh, never thought about that before. Can you possibly help me with my quiz today?"

"Sorry, I can't. You're on your own."

Valerie basically flunked her quiz. Phantom had been part of the class, but the teacher didn't seem to notice that she had a new student in her room. She handed him a quiz just like the others, as if he was part of a normal day. Phantom in kind took the paper and thanked her for it. She smiled back at him, but that was the only acknowledgment she gave him the whole period. Valerie kept looking behind to see Phantom working on the quiz, just like any other kid would. When the bell rang, he put his pencil down, just like the rest of the class. He handed in the paper just like the rest of them, it got the once-over, was checked off and he was out of the room with the rest of the kids, as if it was routine for him.

"Have you been to this school before?" Valerie asked him when she caught up with him in the hall.

"Maybe," Phantom shrugged. "I don't keep a close count of the schools I've been too here on earth. It does seem familiar though."

He was suddenly pushed out of the way by one of Valerie's ex-friends and his pack of minions. Dash Baxter sneered at them, as if he had been disgusted by just touching them.

"Oh yes, I remember him," Phantom said brushing something off of his shoulder, though Valerie thought it was more out of spite than anything else.

"So you have gone here before?" Valerie said, hands on her hips and looking after the jock pack that was disappearing down the hall. "How come he pushed you? He had plenty of room to avoid you."

"Well, that ignoring trick doesn't work on some humans, he's one of them," Phantom frowned, his eyes growing dark at some bad memory. "The last time I was here, he introduced me to the toilet with the wrong end of my body."

"Oh, you got a Baxter swirly huh?" Valerie had to keep from smirking.

"Well, he didn't get away with it. Remember when he got strung up the flagpole in nothing but his underwear?"

Valerie stared at him in disbelief.

"You did that?" she asked, a little impressed and surprised that a gentle soul like Phantom would have the gull to do such a thing.

"Master Clockwork punished me by doing slobber control with Cujo for a month, but it was worth it."

Valerie had to chuckle at his crooked smile, it made him look like he was day dreaming.

Phantom followed her to her classes and took part in everything that they did. He promised her that she could read off his notes later if she wanted too. At lunch they sat together and Valerie found herself enjoying Phantom's company. Normally she would go through the motions of eating and then leaving the room, but now she actually looked forward to classes and lunch was enjoyable.

No one paid any attention to him throughout the day. It was as if he was her imaginary friend, but she had to remind herself that he was just a ghost, nothing more than a ghost—but he already felt more than that. She had let her guard down all day with him (he was just so human!) that she actually forgot her circumstances and when school was let out, she began to walk towards the Nasty Burger to work. Phantom caught her arm and looked at her with a frown.

"You can't go back," he said looking at the crowd of kids heading the same direction. "You aren't like them remember? We have to get back to Master Clockwork's."

Valerie's heart sank as recognition registered in her brain. Phantom must have seen her look because his face looked regretful that he had spoken at all. He let her arm go and looked at his feet. His face was red with embarrassment; she could see his ears light up like a Christmas tree.

"Where's the portal?" she asked, trying to sound as if she hadn't noticed him.

"It's back here," he said, leading her behind the school. "Oops, maybe we'll take the detour."

"What do you mean?" Valerie asked, coming up to his shoulder to see why he was hesitating.

Baxter was making out with his Latina girlfriend behind the school, unaware that they were close to an alternate dimension.

"I can't believe that I use to be friends with them," Valerie muttered angrily.

Phantom looked down on her with question, but he didn't ask. That was one thing Valerie liked about Phantom: he wasn't pushy and respected her space.

"Come on," he said quietly. "We'll just take the long way around."

The 'long way' was really a long, overgrown path through the woods that no one used anymore. Valerie didn't even know that it was here. When Phantom parted some tree limbs to show her the path, she raised a brow at him and he looked down at his feet.

"It's not a trap," he said, mistaking her questioning-look for suspicion. "I'll go first the whole way if you want me to."

Valerie rolled her eyes and stepped through first. Phantom took a glace around them before following her and replacing the limbs back to hide the trail once again.

"How long has this been here?" Valerie asked, looking around her as they walked.

"Since the town's founding," Phantom said shrugging. "It use to cut through the hills and into the lake beyond it, but that body of water has long since dried up and now you have a mall complex up there. A few animals keep it worn, as well as a few bikers that like to think they were the first to find it."

He smiled slightly at that, something about human ignorance seemed to please him. Valerie glared at him and looked away. She had to keep reminding herself that he was a ghost, nothing more.

Ghosts hated humans, the two just didn't mix and ghosts liked to think themselves superior to flesh and blood.

"Most of us don't," Phantom said, looking sorry and speaking softly. "We actually just want to be left alone, those of us who don't like to cause a fuss anyway."

"What?" Valerie asked, back pedaling. "What did you say?"

"I was answering you," he said, a frown creasing his forehead. "What do you mean?"

"I didn't say anything," she poked him in the chest with her finger, than realization hit her. "You really can read minds can't you!?"

Phantom looked down at his feet, abashed and embarrassed again.

"Yes," he said below his breath.

"Why did you read my mind!? You pervert!"

"It's not like I can turn it off," Phantom defended himself sourly, his blue eyes flashing green as he brought them to look at Valerie again. "I knew that you would turn against me if you knew. Everyone does."

"What do you mean by that?"

"You're not the only one with problems. Maybe your world should expand from yourself a little more often."

Phantom walked angrily ahead, leaving Valerie to stand by herself in the middle of the path. What had he meant by that? Was he saying that she was selfish?

"Hey, get back here spook!" she yelled after him.

"Spook? That's a new one," he laughed without humor. "Think of that one all by yourself?"

"You tell me!"

She whacked him in the back of the head. He pushed her away with rough force. She ran into him with a battle cry and they both went tumbling to the ground. They were both surprised at their position, a sense of déjà-vu going through their minds.

"All we need is Cujo to come running up to us," Phantom mumbled, blushing brilliantly beneath Valerie.

Valerie felt a blush creep up her own cheeks as she got up. Phantom got up on his own and quickly looked away from her.

"It's this way," he pointed, taking the lead again.

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"Valerie."

Valerie looked up from her homework and saw Clockwork in her room. She hadn't even heard the door open and close.

"What do you want?" she asked, crossing her arms and sitting up straighter on her bed.

"For you to treat me with some respect," the ghost glared down on her, "and for you to run an errand with Daniel."

"Daniel? You mean Phantom?"

"Yes, I do mean him," the ghost seemed irritated, as if she had used an unsuitable name for his student. "The trip will help you get to know the Ghost Zone, and there will be a test when you come back, so be sure to remember everything."

"You're going to quiz me when I get back?" Valerie was incredulous. "What kind of teaching is that?"

"You are use to learning from books. I am teaching you something far more valuable."

"Whatever," Valerie rolled her eyes.

Clockwork frowned and pushed a button on his staff. In another second he was gone, swallowed up by the spinning hands of clock.

"That guy is tick-tock-crazy," Valerie shook her head.

She activated her suit and walked into the main room. She stopped when she saw Phantom's back facing her. He was wearing some sort of black and white armor with lime green outlines, the same lime green as his eyes. The armor was light, almost the equivalent of her ghost-hunting gear, but he didn't wear a helmet, preferring his messy white hair to hang in his face. She never would have guessed that Phantom had owned such a thing—it didn't seem in his character to do so. He looked ready to face a battalion all on his own, and his expression held the same resolve.

"Where are we going exactly?" she asked, watching Phantom adjust something on his arm.

"Out of bounds," he stated as the snapping sound of a strap tightening sounded in the chamber. "We'll be traveling fast, without stopping for anything."

He turned around to look Valerie in the eye—he was dead serious about this. Valerie saw the curves of his armor and had to admit that he looked impressive, even intimidating in it. The large 'D' symbol on his chest made it comic book-like to her, as if he was a superhero or something.

Clockwork became visible and handed something to Phantom, it looked like a scroll. Phantom took it with a type of formality that had been forgotten to the world and put it in the tube at his belt.

"Good luck," Clockwork said, his face a solid mask of something unreadable.

Phantom was the same way as he nodded curtly. He pushed off from the ground, looked towards Valerie, than spiraled his way upwards. Valerie followed on her board and was lost in the darkness of the vast tower as she followed him. Just when she was about to go back, she broke through and saw the exterior of the Ghost Zone.

Swirling green atmosphere with floating doors and scattered wayward souls. Looking down, she saw that Clockwork's tower was directly below her and the top was closing like a hatch on a missile launcher.

"Valerie!"

She snapped her head back up and saw Phantom waving to her from a ways away. She took off in his direction, wondering what had just happened. It seemed a rather dramatic exit to her.

"What was with that?" she asked when she caught up to him. "Couldn't we just have used the front door?"

"Look again," Phantom said.

Valerie did look back, and gasped when she saw that she couldn't find the tower anymore. It was as if it had vaporized itself into thin air.

"Where did it go?" she asked, stunned and confused.

"Master Clockwork protects that domain," Phantom answered, always looking ahead and never at her. "He has a sort of dome around it to keep it and all of the inhabitants invisible. It also acts as a shield. He could have gone out the front door, but we would have had to go through customs and stuff. Using Master Clockwork's way out is easier and safer for us."

"And why is that?" Valerie asked.

"Because they would slaughter anything with human blood on sight."

Valerie stopped her board in shocked, but she sped up when Phantom didn't stop for her. He did say that they wouldn't stop for anything.

"Why didn't they bust down the door and kill us earlier?" she had to ask.

"We're fine as long as we stay away from the boarder. They'll let us stay within the city, because Clockwork and the Observants say so, but as can't make any attempt to exit the city. It's sort of the truce they cut with Walker."

"Walker?"

"He's the Ghost Zone's rule-happy warden, and his favorite part of the job is being executioner. Stay away from him Val, he's really bad news. We'll be passing the prison soon anyway. You can take a look for yourself."

Something told Valerie that she wouldn't mind skipping it.

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**I keep forgetting to put up a disclaimer!! Okay--I don't own Danny Phantom and related characters. (But it would be so sweet if I did!!) Anyway, the feed back I'm getting on this and the other stories is remarkable! So this is for you guys. Thanks for making me feel welcome here, and I must also warn you that this story will get very snuggly later on, but for now, I'm all for the butt-whooping! **


	3. Chapter 3

**Yes I'm not dead!!! I haven't updated this one in a while so here's the next instalment. It isn't very longn but I left it on a cliffie. You can kill me later. **

* * *

**Part 3--**

Valerie had given the prison a passing glance as they flew over it. They were too high to see much of it, but Valerie could tell that it was full, almost at an overflow. Phantom didn't waste his energy on moving his head to look at it, but his eyes did dart around, as if looking for some booby trap.

"They won't try to take us will they?"

Phantom looked at her with a frown, as if the answer was obvious.

"He'll capture anything that's breaking the rules," Phantom said and turned his eyes back ahead, "but he's the least of our worries."

"So what is worse than getting thrown in ghost jail?"

"Being skinned alive and your head adorning the hearth of a crazed hunter."

Valerie blinked, her face blank but inwardly she was thinking 'EWW!'.

"Stick close to me," Phantom said as they flew over the prison and Valerie did as she was told.

Phantom knew the layout of this world and she didn't. She would have to learn from him until she could go out on her own.

"Where are we going anyways?"

"Shush," Phantom said quickly.

He stopped suddenly and looked around, as if he sensed something. Valerie got the same creepy feeling on the back of her neck, like when a ghost was watching her but she couldn't see it. That was one of the worst feelings a ghost hunter could have, the other was knowing you didn't have any control over the situation. Valerie was experiencing both of these feelings since she was out of her element here.

Phantom suddenly swung a fist in her direction. The first thought that Valerie thought was: 'Stinking, backstabbing traitor!' but when she heard a grunt from behind her she saw that she had almost been jumped by what looked like a prison guard.

"T-thanks," she stuttered to Phantom.

"No problem, but we better hurry out of here before we attract the warden," he said starting their way again.

Valerie would have never guessed that he had such good reflexes. She knew he was good a dodging since their first meeting didn't go so well, but to know he could sense that ghost when she couldn't . . . it was a little unnerving. She decided to wait until they were a good ways away from the prison to ask her questions.

"The Far Frozen," Phantom said just as she was about to speak since she saw the last speck of that horrible place disappear behind her.

"What?" she asked, confused.

"Where we're going—you asked earlier right?" he asked, seeming confused himself.

"Uh yeah, but I have another question. How did you learn to fight like that?"

"You know when you asked what Master Clockwork and I work on?"

"Yeah."

"That's one of the things."

"Oh, doesn't make much sense."

"What doesn't? That I need to learn how to fight?" Phantom was frowning at her now.

"Well yeah, you're such a mellow guy. You're not the type to pick up a gun."

"I wear many faces," Phantom said, not sounding happy about it, but it seemed necessary for him to say this. "My life is complicated and already planned out for me Valerie. I envy you for your ability to have a say in your future."

"You make it sound like you're a prisoner to your own life," Valerie said, getting confused and actually feeling some sympathy for him.

"In a way, perhaps I am," Phantom brooded as he looked out into the green void that was his home.

Valerie wanted to know more, but something told her she was not to trespass in this area. At least not at this time; discussing moot things in the middle of a unknown and very dangerous world was not the best time to do so. Valerie stuck with silence, preferring it so that she could keep a better eye out for anything unusual.

She didn't know how long it was that they had spent flying, but she was getting tired of it. Phantom could just make his legs form into a tail and fly on his back if he wanted to; Valerie had to keep standing to keep in the air. Her back was protesting and her legs were heavy.

"Can we stop for a minute?" she asked Phantom who in turn looked back at her.

"Yeah, I think we can," his green eyes began to skirt the isles as they passed by, looking for a certain one. "Follow me."

Phantom turned them off of their straight path and glided down to a decent looking piece of floating land. It was a valley of some sort, tall grasses swaying, a few scattered trees on the sides stood tall and proud, and Valerie thought she saw an animal or two moving through the grasses to a better hiding spot.

Phantom sat down and looked around one last time before lying on his back and closing his eyes. Valerie followed suit.

"So, what are we doing exactly?" Valerie asked after a moment of silence.

"Master Clockwork borrowed something from a friend of his and we have to return it," Phantom explained.

"That's it?" Valerie said, cranky now and sat back up.

"It's a very important item," Phantom said slowly, his eyes holding the importance of his words as he opened them and sat up with her. "If anyone gets a hold of this, many things can be thrown off balance. It's one of the few things Master Clockwork doesn't have control over, and anyone that uses it and destroys the time-stream—well, Master Clockwork can't fix it."

"That's bad," Valerie murmured to herself. "Almost everything would be doomed."

"Not just almost everything, _**everything**_," Phantom emphasized. "We can't let anyone get it, especially Plasmius."

"Who's Plasmius?"

"You mean you don't know?"

Valerie shook her head.

"Plasmius is not only a powerful ghost, he's a smart one," Phantom said, his green eyes holding an abundance of hate. "He's like me, as in he has human DNA, but he's not natural. He gained his powers in some sort of accident a while back, before we were born. He hides in the human realm like a snake in the grass. Only coming here to get what he wants."

"I understand why you must hate him, but not that much," Valerie said.

"What?" Phantom spat between his teeth.

Valerie knew that kind of anger; the anger that made vengeance grow in your heart and your head until there was nothing left that you truly wanted. She hated to admit it, but not all ghosts were evil. Phantom was one of them, and she thought Clockwork was too, but that was it. To see Phantom so full of hate was startling for her, and yet not all that surprising. Everything felt hate, so why not a ghost?

"That look in your eyes," she said, elaborating her point, "that kind of hate is personal. What did he do to you to make you want to hate him so badly?"

Phantom looked away, clearly not going to say what she wanted to hear.

"It's okay, you don't have to tell me," she said standing. "Shall we go?"

Phantom looked up at her, his face holding a blank expression. She reached her hand out for him to take. He looked at it for a moment then he took it, pulling himself up to his feet.

"Thank you for understanding," he said, his eyes giving his feelings away again—they were filled with deep hurt but confidence as well.

"Let's go," Valerie said, dismissing the situation altogether.

Phantom nodded and took off again, Valerie following as before. It didn't take them long to run into trouble again.

"Look out!"

Phantom pushed her out of the way, sending her spinning downwards. She heard the roars of some fearsome creature and Phantom's grunts as he fought above her. She flipped back over and regained balance, speeding back up and taking a gun out from her holster. She charged it up as she saw what Phantom was doing.

The ghost-boy was splayed out like he would be on an examination table, only his feet and hands were preventing the dragon's jaws from snapping him into little tiny pieces.


End file.
